Dashboard and Dental Design Service - Terms of Service
Subject to these terms and conditions, as amended from time to time, (this “Agreement”), SprintRay, Inc. (“SprintRay”) provides to its Customers the use of our online design software and services platform to manage treatments and order fully-integrated dental appliance designs.
- APPLICABILITY AND ACCEPTANCE
- Term. This Agreement shall be effective upon the date Customer accesses the Website to use SprintRay’s Services and shall continue until terminated by SprintRay.
- “Authorized User” means each of Customer’s employees or other individual authorized by Customer that has been granted valid access credentials to login and use of the Website and the Service.
- “Customer” or “you” means an individual or organization and its Authorized Users that complete the registration process for the authorized use of the Website and the Service.
- “Customer Content” means the Specifications, information, data and other materials that are collected, uploaded, submitted, or otherwise received from Customer or an Authorized User by or through the Service in connection with this Agreement, including any personal information of Customer’s patients, patient’s health information, or any other information relating to patients.
- “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
- “Permitted Use” means accessing the Website and using the Service to request (i) the design, develop, and production of a Manufacturable 3D File for a requested Product for use solely for Customer’s internal business purposes and not for any other purpose.
- “Services” means the services provided by SprintRay, including through the Website, including the provision of certain professional design services for use in the creation of dental restorations and prosthetics, and placing, tracking and managing orders for such services, such services as may be amended from time to time by SprintRay.
- “Website” means the SprintRay Design Services internet-based portal, or such other means made available by SprintRay from time to time, for the placement, tracking, management and delivery of orders for Services.
- ADDITIONAL TERMS AND CHANGES
- Additional Terms. Additional terms may be presented to Customer on the Website. Customer agrees to comply with any additional terms, including any terms that require Customer to expressly accept through a click-through or otherwise. These additional terms shall be incorporated into this Agreement by reference.
- Service Orders. Pursuant to the Service, Customer shall be permitted to submit orders (each, a “Service Order”) requesting a quotation from SprintRay to design, develop and produce a manufacturable, digital 3D CAD file (the “Manufacturable 3D File”) for your requested product (the “Product”). SprintRay reserves the right to refuse any Service Order in its own discretion and for any reason.
- Changes to the Service. SprintRay may make any changes to the Service (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Service) that it deems necessary or useful to improve the Service or for any other reason, at any time without notice to Customer.
- Quotations. Quotations provided by the Service are based on the costs of materials and services at the time of the Service Order submission and shall be held firm for a period of fourteen (14) days from the date of the Quotation. Quotations are based on Customer Content, specifications, layouts, samples, sketches or other renderings provided by you (collectively, the “Specifications”), any additional work or cost resulting from or caused by any requested variation from your original Specifications shall be additionally chargeable by SprintRay. Your acceptance of a Quotation shall be deemed to be your acceptance that SprintRay interpreted your Specifications correctly.
- Design Acceptance. Quotations provided by the Service are based on Customer Content including any specifications, layouts, samples, sketches or other renderings provided by you (collectively, the “Specifications”), any additional work or cost resulting from or caused by any requested variation from your original Specifications shall be additionally chargeable by SprintRay. Any additional revisions may result in additional fees. Your acceptance of a Quotation shall be deemed to be your acceptance. SprintRay shall have no liability for any printing, design, or any other damages related to the Services herein after the design is approved and delivered to Customer. Customer is solely responsible for the Specifications, and the manufacture of any Product in accordance with those Specifications.
- Suspension of Services. We may suspend or deny your or any Authorized User’s access to or use of all or any part of the Service without any liability to you or others, if (i) we are required to do so by law or court order, or (ii) you have or any Authorized User has (1) accessed or used the Service beyond the scope of the rights granted under this Agreement, (2) been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Service, (3) violated the limitations and restrictions described in Section 5.g, or (4) otherwise violated this Agreement and failed to cure such breach within ten (10) days after we provide written notice to you. Our remedies in this Section are in addition to, and not in lieu of, our termination rights and any of our other rights or remedies under this Agreement or otherwise.
- LICENSE; RIGHT TO ACCESS THE SERVICE, REQUIREMENTS AND RESTRICTIONS
- License. Provided that Customer continues to comply with this Agreement, during the Term of this Agreement, SprintRay grants Customer (including its Authorized Users) a personal, non-transferable, non-exclusive, revocable, limited license to access the Service by and through its Authorized Users, solely for the Permitted Use, solely as and in the form which SprintRay has provided the Service to Customer, and in strict adherence with to the terms and conditions of this Agreement. SprintRay reserves the right to change any aspect of the Service including the right to refuse or remove any Customer Content or other content, whatever the source, at any time without any notice or liability to you.
- Obligations. Customer shall:
- ensure all Customer Content submitted to SprintRay is accurate, current, and complete, and will be kept up-to-date at all times;
- bear the sole responsibility and liability for (1) maintaining the confidentiality of all passwords and login information for the Website (collectively, the “Authentication Mechanism”), (2) any misuse or potential misuse of the Authentication Mechanism, (3) any and all loss, damage, and additional costs that you, SprintRay or any other person may incur as a result of your submission of any false, incorrect or incomplete information, including any Customer Content, and (4) failure to keep all Customer Content up-to-date.
- only allow and permit Authorized Users to use the Authentication Mechanism;
- notify SprintRay, immediately upon any unauthorized use of the Authentication Mechanism, compromises to the confidentiality of your Authentication Mechanism, or you becoming aware of incorrect information in your Authentication Mechanism;
- take all reasonable steps to prevent third parties or any unauthorized users from accessing or using the Authentication Mechanism, including requiring the maintenance of the physical security of any computer on which your Authentication Mechanism may be installed such as locked offices and/or the use of desktop security facilities such as user ID and logon passwords; and,
- comply with all applicable laws.
- Limitations and Restrictions. You must use commercially reasonable efforts to prevent unauthorized access to or use of the Service. You must not, and you must not permit any other person or entity to access or use the Service except as we’ve specifically allowed in this Agreement. You and your Authorized Users must not do any of the following:
- modify, adapt, translate or otherwise create derivative works or improvements of the Service or any portion thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service or any features or functionality of the Service to any third party for any reason;
- reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Service or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Service;
- input, upload, transmit or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or contain, transmit or activate any viruses or other harmful code;
- bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by the Service;
- attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Service, the server on which the Service is stored, any server, computer or database connected to the Service, or our ability to provide services to any third party;
- access or use the Service in any way that infringes, misappropriates or otherwise violates any Intellectual Property Right, privacy right or other right of any third party, or that violates any applicable law or regulation;
- access or use the Service for purposes of developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the Service, or disclosing to our competitors, for any purpose, otherwise non-public information about the Service;
- not use the Services or the Website in any way that damages or disrupts SprintRay’s business or reputation;
- not abuse or fraudulently use the Website or Services in any way; or
- knowingly aid or assist any Authorized User or other person or entity in taking any of the actions prohibited by this Section 5.e.
- You must immediately notify us should you learn that you, any Authorized User or any other person or entity has taken any action prohibited by this Section 5.e.
- CUSTOMER CONTENT
- Customer Responsibilities. Customer is solely responsible for:
- all costs and expenses relating to the creation, licensing, or procurement of Customer Content;
- obtaining all licenses and consents necessary to enable the lawful use of Customer Content as contemplated by this Agreement and in SprintRay’s provision of the Services; and
- immediately advising SprintRay of any errors, omissions or deficiencies in Customer Content and paying all costs associated with correction of such error, omission, or deficiencies.
- SprintRay License for Customer Content. By Customer submitting Customer Content, Customer grants to SprintRay, its affiliates, and sublicensees a royalty-free, perpetual, irrevocable, sublicensable, transferable, worldwide, non-exclusive right to use and incorporate Customer Content (in whole or in part), including all Intellectual Property relating to Customer Content for the purpose of providing the Services. Customer also represents and warrants that the holder(s) of rights in Customer Content, including any privacy rights, have completely and effectively waived all such rights and validly and irrevocably granted to Customer the right to grant the license stated above and use, disclose and process such information as contemplated in this Agreement.
- SPRINTRAY OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
- SprintRay Property. Customer acknowledges and agrees that the Service is provided under license and is not sold to Customer, and that SprintRay owns and will retain all right, title, and interest in and to our name, logos and other trademarks and the Service, including all associated features, functionality, software, content, materials, the Website, Products, and services made available therein by us, including all new versions, updates, revisions, improvements and modifications of the foregoing, including the look and feel, ideas, algorithms, methods and concepts underlying or embedded in the foregoing, and including all Intellectual Property Rights related to any of the foregoing (collectively, the “SprintRay Property”).
- Customer Feedback. You may give SprintRay notification of problems, solutions to identified problems, or suggested improvements or other changes with respect to the Website or the Services during the Term (the “Feedback”). The Feedback will be the property of SprintRay, and you hereby assigns all rights, title, and interests, including all intellectual property rights therein, in and to the Feedback to SprintRay effective as of the date of the Feedback’s creation, and SprintRay may use such Feedback for any purposes without notice or obligation to account to the Customer.’
Customer must pay to SprintRay all applicable fees for the Services and for access to and use of the Website, which fees are subject to change from time to time in SprintRay’s discretion.
- ORDER CONFIRMATIONS AND CANCELLATION
If you wish to cancel an order, you may request a cancellation by calling +1 800 914 8004 or emailing [email protected] However, we may not receive and process your cancellation request before we accept in which case your cancellation request may not be effective.
SprintRay does not guarantee that the Services or the Website will be free of security risks. Your connection to the Services or the Website may not be encrypted, and SprintRay is not responsible for encrypting any information that you transmit or receive. It is therefore possible that third parties will be able to intercept and review this information. You are responsible for taking necessary security precautions, and SprintRay therefore strongly recommends that you use an up-to-date device and software (including anti-virus software) to mitigate these and other security risks.
- WARRANTIES; ASSURANCES; DISCLAIMERS
- Customer Representations and Warranties. You represent and warrant that you own, or have the legal right to use, and permit us to access and use as contemplated by this Agreement, Your Data and any third-party materials you have provided for use with the Service. You will indemnify, defend and hold us and our subcontractors and personnel harmless from any third-party claim, action, proceeding or investigation arising from allegations that:
- would constitute a breach of your representations and warranties in this Section; and/or,
- our use of Your Data (as contemplated by this Agreement) infringes or misappropriates any Intellectual Property Right, privacy right or other right of any third party.
- SprintRay Representations, Warranties, and Limitations of Liability.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, WEBSITE AND ALL CONTENT ON THE WEBSITE ARE PROVIDED "AS IS" AND SPRINTRAY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES OR THE WEBSITE, INCLUDING REGARDING CURRENCY, FREEDOM FROM ERRORS, TITLE, OMISSIONS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, SECURITY, DURABILITY, RELIABILITY, ACCURACY, TRUTHFULNESS, OR NON-INFRINGEMENT.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRINTRAY ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE CONTENT, ACCURACY, RELIABILITY OR OPINIONS EXPRESSED IN A THIRD PARTY SITE, INCLUDING THE THIRD PARTY PAYMENT PROCESSOR USED BY THE WEBSITE, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, DURABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY, WITH RESPECT TO PRODUCTS, SERVICES, AND CONTENT, INCLUDING ANY SOFTWARE APPLICATIONS, OBTAINED FROM OR PROVIDED BY A THIRD PARTY.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPRINTRAY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, MISUSE OF YOUR AUTHENTICATION MECHANISM, LOSS OR DESTRUCTION OF DATA OR BUSINESS DATA, OR ANY PECUNIARY LOSS, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING LIABILITY BASED ON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR FAILURE OF ESSENTIAL PURPOSE, EVEN IF SPRINTRAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF SECTION 11.b.i, SPRINTRAY DOES NOT WARRANT THAT THE WEBSITE, ITS SERVERS, THE CONTENT, AND ANY COMMUNICATIONS FROM THE WEBSITE ARE FREE OF VIRUSES, MALICIOUS CODE, UNAUTHORIZED PROGRAMS OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND ANY CONTENT CONTAINED THEREIN IS AT YOUR SOLE RISK.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRINTRAY’S MAXIMUM AGGREGATE LIABILITY, AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL DAMAGES, INJURY, DEATH, PROPERTY DAMAGE AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, THE WEBSITE, THE SERVICES, THE CONTENT, THIRD PARTY WEBSITES OR YOUR USE OF THE WEBSITE, THE SERVICES, THE CONTENT OR THIRD PARTY WEBSITES WILL BE THE FEES YOU PAID TO SPRINTRAY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVEN RISE TO THE LOSSES. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT, THE WEBSITE, THE SERVICES, CONTENT, OR THIRD PARTY WEBSITES WILL NOT ENLARGE OR EXTEND THE MAXIMUM AMOUNT FOR WHICH SPRINTRAY IS LIABLE.
- THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED IN SOME JURISDICTIONS. THESE STATUTORY PROHIBITIONS MAY APPLY TO YOU.
Customer will indemnify and hold SprintRay, its affiliates, and their respective directors, officers, employees, and members (the "Indemnified Parties") harmless for any costs (including settlement and legal fees), damages, expenses, losses, and liability that they incur as a result of any claim, suit, action or other proceeding brought against an Indemnified Party, that is based on or arises from: (a) Customer’s breach of this Agreement; (b) improper use of the Services, the Website, Authentication Mechanism, Customer Information or Customer Content; (c) false information or misrepresentation of fact in Customer’s application or registration; (d) failure to disclose a material fact on Customer’s application or registration, whether such failure was caused by negligence, by an intent to deceive, or otherwise; or (e) acts, errors, or omissions, whether negligent or otherwise, including the failure to use a trustworthy system or to take necessary precautions, that causes a compromise, loss, disclosure, modification, or unauthorized use of your Authentication Mechanism, Customer Content, Customer Information, or that enables a third party to misuse, or to continue to misuse, your Authentication Mechanism, Customer Content, Customer Information; or (f) any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of your acts or omissions; and (g) Customer’s breach of any laws, regulations or rights of any third party.
- LINKS TO OTHER SITES
As part of using the Services, the Website may redirect you to third party websites (the “Third Party Sites”), such as the third party payment processor. You acknowledge and agree that the Third Party Sites are not under the control of SprintRay, and SprintRay is not responsible for the contents of any Third Party Site or any link contained in a Third Party Site, or any changes or updates to such Third Party Site. The inclusion of any link to a Third Party Site on the Website does not imply endorsement or any representation by SprintRay of the Third Party Site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, bugs, problems or other limitations. In no event shall SprintRay be liable to you for any claims or damages, whether direct, indirect, special or consequential or otherwise arising from or in connection with your use of any other linked web site, including any lost profits, business interruption, loss of programs or other data, even if SprintRay was expressly advised of the possibility of such damages.
- EXPORT CONTROL
You will ensure that any use of the Services and any software as part of provision of the Services are in compliance with all applicable export laws and the laws of any foreign country. The license granted to you under this Agreement is on the condition that you comply with applicable export control legislation and you acknowledge that this Agreement will be terminated if you do not comply with this Section. You represent and warrant that you are not located in any Canadian or U.S. government embargoed, restricted, or prohibited countries or in any country on Canada’s Area Control List or similar lists of the U.S. government.
- Governing Law. Unless otherwise specified in your Service Order, this Agreement will be deemed to have been made in, and will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law provisions, and the sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in the State of California and both parties consent to the exclusive jurisdiction of such courts with respect to any such action.
- Amendment, Severability and Waiver. Except as expressly otherwise provided in this Agreement, no change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- Notices. All notices under this Agreement will be in writing and may be delivered by electronic mail in portable document format (.pdf), certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in the most recent Service Order (or to such other address or e-mail address specified by a party pursuant to the provisions of this Section).
- Assignment. SprintRay may assign this Agreement without notice to You. You shall not assign this Agreement in whole or in part without the prior written consent of SprintRay (such consent may be withheld or conditioned at SprintRay's discretion) and any assignment without SprintRay's prior written consent shall be null and void and of no effect.
- Relationship of the Parties. The relationship between the parties is that of independent, contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
- Force Majeure. SprintRay’s performance under this Agreement will be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.
- Suspension and Termination. SprintRay may suspend your access to the Services or the Website at any time, with cause, if SprintRay believes you have breached or will breach this Agreement. SprintRay may also terminate or suspend your account and your access to the Services for any other reason in SprintRay’s absolute discretion without any notice or liability to you or any other person. Unless SprintRay indicates in writing otherwise, any termination of this Agreement will also revoke any Authentication Mechanism established under this Agreement and any right granted by SprintRay to you under this Agreement, including the right to use the Services.
- Survival. The provisions of this Agreement as may reasonably be expected by their nature to remain in force will survive the termination of this Agreement and will remain in full force and effect following such termination.
BN 41996829v1 Last Updated on 10/5/2020 © 2020 SprintRay, Inc. All rights reserved.